University of London v John Prag & HM Attorney General (2014)

Summary

The court determined questions of construction in respect of a 1944 trust deed relating to the transfer of a library of books and photographs by its founding family to a London university. The construction summons concerned the scope of the deed, the ownership of property, the status of funding under the trust deed and whether the university was administering the trust in accordance with the deed.

Facts

The claimant university (U) sought the court's determination on the construction of a trust deed.

The deed related to a library of books and photographs given to U, a charity, by its founding family (W) in 1944. The deed required U to house the library in a suitable building and "keep it adequately equipped and staffed as an independent unit". The whole unit was to be known as an institute. The building was obtained by special grant funding and the institute's annual expenditure was met by U, which received annual government grants. U levied a charge on the institute for services it provided. Since 1944, the library had expanded through purchases, exchanges and gifts. The first defendant was a descendant of W and represented the institute's advisory council. At the behest of the second defendant Attorney General, U brought a construction summons to determine questions about the scope of the deed and U's administration of the trust. The defendants believed that U wished to integrate the institute into its other library services. The issues were whether (i) trust property was limited to the collection transferred in 1944; (ii) the building housing the library was held on trust; (iii) funding received for the institute's expenditure was trust property; (iv) intellectual property rights were trust property; (v) U was managing the institute in accordance with the trust deed; (vi) U was permitted to levy a service charge on the institute.

Held

(1) The trusts included the library as a whole, not merely the collection conveyed in 1944. The deed was executed to secure the future of the institute and U accepted the gift on terms that the library would continue as a living institution. In those circumstances, it would be arbitrary to limit the subject of the trust to the 1944 collection. Consequently, additions to the library were trust property, as were gifts to the institute or library, unless indicated otherwise (see paras 70, 72, 74, 78-79 of judgment). (2) As a matter of construction, the obligation was only to accommodate the library in a university building, not to hold the building in which it was housed upon trust. The funding U received in respect of the building had been provided to it beneficially, not as a trustee, but to support its functions as a provider of higher education. That was consistent with the deed, which envisaged that U would use its own money to support the institute. There was no impressed trust of recurrent funding and no representation that the building would belong to the institute (paras 82, 88, 92-94). (3) In respect of funding received to meet expenditure of the institute, the correct test was whether U had made a profit by reason of its fiduciary office, Boardman v Phipps [1967] 2 A.C. 46 applied. In fact, the funding would have been provided to U whether or not the transfer to it was as a trustee; it was not, therefore, trust property (para.104). (4) Intellectual property rights arising out of the library, or of lectures given in respect of it or for the institute, followed the destination of the library and were held on trust (para.108). (5) The deed obliged U to keep the institute adequately equipped and staffed as an independent unit. Therefore, U was prohibited from integrating the library into another library or the institute into another part of U. However, U was authorised to employ staff to work in the institute to perform other functions but the issue was always whether the institute was maintained as an independent unit and was adequately equipped and staffed. That was a question of degree (paras 115, 117). (6) U was not permitted to debit an estate-wide service charge to the income and expenditure account of the institute. U only had an indemnity right in respect of the actual, properly incurred expenditure of the institute, not in respect of U's costs on its other property. The imposition of a university-wide charge conflicted with the duty to equip and staff the institute as an independent unit by treating the institute as a constituent part of U (paras 130-131).